Manitowoc Company (MTW)

The purpose of the Audit Committee, which is established in
accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, is to (A) assist the Board of
Directors in fulfilling its oversight of (1) the integrity
of the Companys financial statements, (2) the
Companys compliance with legal and regulatory
requirements, (3) the independent auditors
qualifications and independence, (4) the performance of the
Companys internal audit function and independent auditors,
(5) the Companys compliance with ethical standards
established by law, rule, regulation, and Company policy, and
(6) the Companys disclosure processes and procedures;
and (B) prepare the report that SEC rules require be
included in the Companys annual Proxy Statement. The Audit
Committee has a charter, which may be viewed on the
Companys website at www.manitowoc.com and is
available in print to any shareholder who requests a copy.

All the members of the Audit Committee are
independent, as defined in the Companys
Corporate Governance Guidelines (which may be viewed on the
Companys website at www.manitowoc.com), applicable
law, and the corporate governance listing standards of the New
York Stock Exchange relating to audit committees. The Board has
designated Messrs. Anderson, Krueger, and Stift and
Ms. Egnotovich as audit committee financial
experts as defined in the Companys Audit Committee
Charter and in the Securities and Exchange Commission
regulations. The Board has further determined that all members
of the Audit Committee are financially literate and that the
designation of Messrs. Anderson, Krueger, and Stift and
Ms. Egnotovich as audit committee financial experts does
not mean that the other Audit Committee members do not meet the
qualifications of a financial expert.

During the fiscal year ended December 31, 2008, the Audit
Committee met five times. For further information see the Audit
Committee Report below.

The purpose of the Audit Committee, which is established in
accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, is to (A) assist the Board of
Directors in fulfilling its oversight of (1) the integrity
of the Companys financial statements, (2) the
Companys compliance with legal and regulatory
requirements, (3) the independent auditors
qualifications and independence, (4) the performance of the
Companys internal audit function and independent auditors,
(5) the Companys compliance with ethical standards
established by law, rule, regulation, and Company policy, and
(6) the Companys disclosure processes and procedures;
and (B) prepare the report that SEC rules require be
included in the Companys annual Proxy Statement. The Audit
Committee has a charter, which may be viewed on the
Companys website at www.manitowoc.com and is
available in print to any shareholder who requests a copy.

All the members of the Audit Committee are
independent, as defined in the Companys
Corporate Governance Guidelines (which may be viewed on the
Companys website at www.manitowoc.com), applicable
law, and the corporate governance listing standards of the New
York Stock Exchange relating to audit committees. The Board has
designated Messrs. Anderson, Krueger, and Stift as
audit committee financial experts as defined in the
Companys Audit Committee Charter and in the Securities and
Exchange Commission regulations. The Board has further
determined that all members of the Audit Committee are
financially literate and that the designation of
Messrs. Anderson, Krueger, and Stift as audit committee
financial experts does not mean that the other Audit Committee
members do not meet the qualifications of a financial expert.

During the fiscal year ended December 31, 2007, the Audit
Committee met four times. For further information see the Audit
Committee Report below.

The purpose of the Audit Committee, which is established in
accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, is to (A) assist the Board of
Directors in fulfilling its oversight of (1) the integrity
of the Companys financial statements, (2) the
Companys compliance with legal and regulatory
requirements, (3) the independent auditors
qualifications and independence, (4) the performance of the
Companys internal audit function and independent auditors,
(5) the Companys compliance with ethical standards
established by law, rule, regulation, and Company policy, and
(6) the Companys disclosure processes and procedures;
and (B) prepare the report that SEC rules require be
included in the Companys annual Proxy Statement. The Audit
Committee has a charter, which may be viewed on the
Companys website at www.manitowoc.com and is
available in print to any shareholder who requests a copy.

All the members of the Audit Committee are
independent, as defined in the Companys
Corporate Governance Guidelines (which may be viewed on the
Companys website at www.manitowoc.com), applicable
law, and the corporate governance listing standards of the New
York Stock Exchange relating to audit committees. The Board has
determined that Messrs. Anderson, Krueger, and Stift are
designated audit committee financial experts as
defined in the Companys Audit Committee Charter and in the
Securities and Exchange Commission regulations. The Board has
further determined that all members of the Audit Committee are
financially literate and

that the designation of Messrs. Anderson, Krueger, and
Stift as audit committee financial experts does not mean that
the other Audit Committee members do not meet the qualifications
of a financial expert.

During the fiscal year ended December 31, 2006, the Audit
Committee met five times. For further information see the Audit
Committee Report below.

The purpose of the Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, is to (A) assist the Board
of Directors in fulfilling its oversight of (1) the integrity of the Companys financial statements, (2) the Companys compliance with legal and regulatory requirements, (3) the independent auditors qualifications and
independence, (4) the performance of the Companys internal audit function and independent auditors, (5) the Companys compliance with ethical standards established by law, rule, regulation, and Company policy, and (6) the
Companys disclosure processes and procedures; and (B) prepare the report that SEC rules require be included in the Companys annual Proxy Statement. The Audit Committee has a charter, a copy of which is attached as Exhibit C to this
proxy. A copy may also be viewed on the Companys website at www.manitowoc.com and is available in print to any shareholder who requests a copy.

The Board of Directors has determined that the members of the Audit Committee are independent, as defined in the Companys Corporate Governance Guidelines (which are attached as Appendix A and which
may be viewed on the Companys website at www.manitowoc.com), applicable law and the corporate governance listing standards of the New York Stock Exchange relating to audit committees. The Board has determined that Messrs. Anderson, Krueger,
and Stift are designated audit committee financial experts as defined in the Companys Audit Committee Charter and in the Securities and Exchange Commission regulations. The Board has further determined that all members of the Audit
Committee are financially literate and that the designation of Messrs. Anderson, Krueger, and Stift as audit committee financial experts does not mean that the other Audit Committee members do not meet the qualifications of a financial expert.

During the fiscal year ended December 31, 2005, the Audit Committee met five times. For further information see the Audit Committee
Report below.

The Compensation Committee provides assistance to the Board of Directors in fulfilling its responsibility to achieve the Companys purpose of
maximizing the long-term total return to shareholders by ensuring that officers, directors and employees are compensated in accordance with the Companys philosophy, objectives, and policies. The Compensation Committee reviews and approves
compensation and benefits policies, strategies, and pay levels necessary to support corporate objectives and provides an annual report on executive compensation for inclusion in the corporations proxy statement, in accordance with applicable
rules and regulations.

Executive compensation consists of the
following components:



Base salary compensation;



Short-term incentive compensation (the Economic Value Added Plan, which was replaced by the Short Term Incentive Plan effective January 1, 2005);